Our group has developed a model for transport of lipid from blood to tissue by lateral movement in a continuous interface composed of cell membranes. Lipid monolayer studies showed that lipids formed by action of lipase on triacylglycerol located and moved in the interface. Recent morphological studies of adipose tissue of suckling rats showed continuity between the outer leaflet of plasma membrane of endothelial cells and that of adipocytes, and continuity between plasma and intracellular membranes in both endothelial and fat cells. Aggregations of lipolytic products, appearing as lamellar whorls within the continuum, were formed from chylomicronsin capillaries of tissue from fed rats and from lipid droplets in adipocytes of tissue from fasted rats. Changes in distribution of lamellae associated with incubation of fixed tissues demonstrated movement of lipolytic products from their respective sites of formation. Thus, the lamellae mark in fixed tissue the membrane continuum proposed for transport of lipid from blood.